(b) The definition of “Lux SNC Loan” in Section 1.01 of the Credit Agreement ishereby amended to read as follows:     “Lux SNC Loan” means that certain intercompany loan by EMS to Lux SNCin the principal amount of $27,633,745, as evidenced by that certain promissory noteexecuted by Lux SNC in favor of EMS.     (c) The definition of “Unsecured Canadian Guarantors” in Section 1.01 of theCredit Agreement is hereby amended to read as follows:     “Unsecured Canadian Guarantors” means the collective reference to EMSLux SARL, Lux SNC, UK Acquisition Company, UK Target and each of the LXE ForeignSubsidiaries (other than LXE Italia SRL), and “Unsecured Canadian Guarantor”means any one of them.     (d) A new Section 8.14 is hereby added at the end of Article VIII of the CreditAgreement to read as follows:     8.14 Limitations on Lux SNC.     Permit Lux SNC to (i) hold any assets other than the Equity Interests of EMSLux SARL, (ii) have any liabilities (contingent or otherwise) other than (A)liabilities under the Loan Documents and (B) liabilities under the Lux SNC Loan or(iii) engage in any business other than (A) owing the Equity Interests of EMS LuxSARL and activities incidental or related thereto and (B) acting as a CanadianGuarantor hereunder.     3. Condition Precedent. This Agreement shall be effective upon receipt by theDomestic Administrative Agent of counterparts of this Agreement duly executed by the Borrowers, theGuarantors, the Required Lenders, Bank of America, National Association, as Domestic AdministrativeAgent and Bank of America, National Association, acting through its Canada branch, as CanadianAdministrative Agent.     4. Amendments to Lux SNC Organizational Documents. On or before April 30, 2009, theLoan Parties shall cause the organizational documents of Lux SNC to be amended in a mannerreasonably satisfactory to the Domestic Administrative Agent such that (i) the DomesticAdministrative Agent is able to obtain a satisfactory lien on 65% of the Equity Interests of LuxSNC and (ii) the authorized business activities of Lux SNC are limited in a manner consistent withthe terms of Section 8.14 of the Credit Agreement. The Loan Parties’ failure to complywith the terms of this Section 4 shall constitute an Event of Default under the Loan Documents.     5. Miscellaneous.     (a) The Credit Agreement, and the obligations of the Loan Parties thereunder and underthe other Loan Documents, are hereby ratified and confirmed and shall continue and remain infull force and effect according to their terms.     (b) The Guarantors (a) acknowledge and consent to all of the terms and conditions ofthis Agreement, (b) affirm all of their obligations under the Loan Documents and (c) agreethat this Agreement and all documents executed in connection herewith do not operate toreduce or discharge their obligations under the Credit Agreement or the other LoanDocuments.
 

 
     (c) The Borrowers and each Guarantor hereby represent and warrant as follows:     (i) Each Loan Party has taken all necessary action to authorize the execution,delivery and performance of this Agreement.     (ii) This Agreement has been duly executed and delivered by the Loan Partiesand constitutes each of the Loan Parties’ legal, valid and binding obligations,enforceable in accordance with its terms, except as such enforceability may besubject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance ortransfer, moratorium or similar laws affecting creditors’ rights generally and (ii)general principles of equity.     (iii) No consent, approval, authorization or order of, or filing, registrationor qualification with, any court or governmental authority or third party isrequired in connection with the execution, delivery or performance by any Loan Partyof this Agreement.     (d) The Loan Parties represent and warrant to the Lenders that (i) the representationsand warranties of the Loan Parties set forth in Article VI of the Credit Agreement and ineach other Loan Document are true and correct as of the date hereof with the same effect asif made on and as of the date hereof, except to the extent such representations andwarranties expressly relate solely to an earlier date and (ii) no event has occurred and iscontinuing which constitutes a Default or an Event of Default.     (e) This Agreement may be executed in any number of counterparts, each of which when soexecuted and delivered shall be an original, but all of which shall constitute one and thesame instrument. Delivery of an executed counterpart of this Agreement by telecopy shall beeffective as an original and shall constitute a representation that an executed originalshall be delivered.     (f) **THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BEGOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEWYORK.**[Signature pages follow]
 

 
     Each of the parties hereto has caused a counterpart of this Agreement to be duly executed anddelivered as of the date first above written.     BORROWERS: EMS TECHNOLOGIES, INC.,    a Georgia corporation, as a Borrower and, with